Total return swap lifts Dart exposure to Flutter (FLUT) by 286K shares

Rhea-AI Filing Summary

DART KENNETH BRYAN reported open-market purchase transactions in this Form 4 filing.

Flutter Entertainment plc insider exposure increased through a derivative trade tied to its stock. Lake Michigan Limited, an entity owned by Kenneth Bryan Dart, entered into a Total Return Swap referencing 286,000 notional Flutter common shares at a reference price of $104.9007 per share. The cash-settled swap is scheduled to terminate on March 2, 2028, when the parties will settle any gain or loss versus the reference price. Dart is also owner of LBS Limited, which is party to previously reported swap transactions on 7,453,418 notional shares, and he may be deemed to beneficially own these positions but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Derivatives and insider-transactions analyst

Dart-affiliated entities expanded economic exposure via a large cash-settled swap.

A Dart-owned entity, Lake Michigan Limited, entered a Total Return Swap referencing 286,000 Flutter shares at a reference price of $104.9007 per share. This increases Kenneth Dart–linked economic exposure without taking direct ownership or voting rights in the underlying shares.

The swap is cash-settled at maturity on March 2, 2028. Dart bears losses if Flutter’s share price is below the reference price then, and benefits if it is higher. During the term, he pays interest based on OBFR and receives cash flows equal to any dividends on the referenced shares.

The filing also notes LBS Limited holds previously reported swaps on 7,453,418 notional shares, indicating a sizable existing synthetic position. Dart may be deemed to beneficially own these securities through ownership of Lake Michigan Limited and LBS Limited, though he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Net Buyer: 286,000 shares ($30,001,600)

Net Buy 1 txn

Insider DART KENNETH BRYAN

Role 10% Owner

Bought 286,000 shs ($30.00M)

Type	Security	Shares	Price	Value
Purchase	Total Return Swap	286,000	$104.9007	$30.00M

Holdings After Transaction: Total Return Swap — 8,726,083 shares (Indirect, See footnote)

Footnotes (1)

1. The reference price for the Swap is $104.9007 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i) the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

New swap notional size: 286,000 notional shares Reference price per share: $104.9007 per share Swap maturity date: March 2, 2028 +2 more

5 metrics

New swap notional size 286,000 notional shares Total Return Swap referencing Flutter common stock

Reference price per share $104.9007 per share Reference price for the Total Return Swap

Swap maturity date March 2, 2028 Scheduled cash-settlement date for the swap

Previously reported swap position 7,453,418 notional shares Aggregate position via LBS Limited swaps

Total position after transaction 8,726,083 notional shares Total shares following transaction as reported

Key Terms

Total Return Swap, notional shares, OBFR, pecuniary interest

4 terms

Total Return Swap financial

"The reference price for the Swap is $104.9007 per share."

A total return swap is a private contract where one party pays the full economic performance of an asset (income plus price changes) to another party, while receiving a set payment such as a fixed rate or short-term interest in return. It matters to investors because it lets someone gain or shed exposure to an asset’s gains or losses without owning it, offering a way to borrow, hedge, or take leveraged positions while relying on the other party to make payments.

notional shares financial

"direct "holder" of the "notional" shares."

OBFR financial

"interest to the counterparty on the financing leg of the Swap at a rate based on OBFR."

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DART KENNETH BRYAN

(Last) (First) (Middle)

P. O. BOX 31300

(Street)

GRAND CAYMAN

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Flutter Entertainment plc [ FLUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Total Return Swap	(1)	04/06/2026		P/K		286,000		03/02/2028	03/02/2028	Common Stock	286,000	$104.9007	8,726,083(2)	I	See footnote(2)

Explanation of Responses:

1. The reference price for the Swap is $104.9007 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i) the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.

2. Lake Michigan Limited is the party to the reported transaction and direct "holder" of the "notional" shares. LBS Limited is a party to previously reported swap transactions that provide an aggregate position in 7,453,418 "notional" shares. As owner of Lake Michigan Limited and LBS Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/Kenneth B Dart	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kenneth Bryan Dart’s affiliated entity do in this Flutter (FLUT) Form 4?

A Dart-owned entity, Lake Michigan Limited, entered a cash-settled Total Return Swap referencing 286,000 Flutter common shares. The swap gives Dart economic exposure to share price moves without direct share ownership or voting rights, expanding his synthetic position in the company.

What are the key terms of the new Total Return Swap tied to Flutter (FLUT)?

The swap references 286,000 notional Flutter shares at a reference price of $104.9007 per share. It is scheduled to terminate on March 2, 2028, when it will be cash-settled based on the difference between Flutter’s market price and the reference price.

How does the Total Return Swap affect Kenneth Dart’s economic exposure to Flutter (FLUT)?

The new swap adds 286,000 notional shares of exposure on top of previously reported swaps. Footnotes state LBS Limited already holds swaps on 7,453,418 notional shares, so Dart-linked entities now reflect a larger combined synthetic position tied to Flutter’s share performance.

Who is the direct holder of the notional shares in the Flutter (FLUT) swap?

Lake Michigan Limited is the party to the reported swap and the direct holder of the notional shares. Kenneth Bryan Dart owns Lake Michigan Limited and LBS Limited and may be deemed to beneficially own these securities, but he disclaims beneficial ownership beyond his pecuniary interest.

What ongoing payments are involved in the Flutter (FLUT) Total Return Swap?

Under the swap, Dart’s entity pays monthly interest to the counterparty on the financing leg at a rate based on OBFR. In return, the entity receives payments equal to any dividends paid on the referenced Flutter shares over the life of the swap.